Passo

Terms of Service

The contract between The Passo Agency and merchants who install the Passo Shopify app. Plain-English commercial, not dense legalese.

Last updated: 2026-04-23

1. These terms

These Terms of Service (“Terms”) are a contract between The Passo Agency Ltd, a company registered in England and Wales (company number [company number pending — filing in progress], registered office [registered address pending — filing in progress]) (“Passo”, “we”, “us”) and the Shopify merchant who installs the Passo app (“Merchant”, “you”).

By installing the Passo app or using any part of the Passo service (together, the “Service”), you agree to these Terms. If you are installing Passo on behalf of a company or other entity, you confirm that you have authority to accept these Terms on its behalf.

These Terms reference the Privacy Policy at https://passoagency.com/privacy and the Data Processing Agreement at https://passoagency.com/dpa. Both documents are part of this agreement.

2. What Passo is

Passo is an autonomous media agency for Shopify DTC merchants. The Service combines media strategy, media buying across Passo’s publisher network, ongoing campaign optimisation, attribution reconciliation against your Shopify revenue, and monthly narrative reporting. References to “the agent”, “Passo”, and “Passo Agency” in marketing materials, the Day 3 strategy report, and merchant-facing dashboards all refer to the same Service described in these Terms.

In plain terms, we:

  • connect to your Shopify store to read your products, orders and customers;
  • study your store for three working days (“Strategy Window”);
  • write a media plan and show it to you before any spend happens;
  • on your approval, buy advertising across the channels you select, via Passo’s publisher network;
  • operate the campaigns on an ongoing basis, including optimisation, pacing and budget re-allocation inside the rules you set;
  • report monthly on what we did, what we spent, what came back, and what we want to try next.

What “autonomous media agency” means and does not mean. Passo is an agency in the sense that it delivers the output of a good media agency on your behalf. That output covers strategy, planning, buying, optimisation, and reporting. Passo is not a traditional full service advertising agency. There are no human account managers assigned to individual Merchants. The Service is not a member of the Institute of Practitioners in Advertising or any equivalent professional association. Passo does not provide brand strategy, creative direction, public relations, or other services typically associated with a full service advertising agency.

Creative assets are merchant provided. You are responsible for providing creative assets, including images, video, audio, and any associated brand guidelines, at the formats and specifications we communicate during onboarding. Passo will review uploaded assets, flag gaps that prevent specific format recommendations, and decline to recommend any format for which valid creative is not available. The licence and warranty terms that apply to creative you upload are set out in section 7.

Creative add-on. A Passo Creative add-on is in development and will be offered as an optional paid extension to the core Service when it ships. Until that point, all creative is merchant provided. The availability, scope, and pricing of the Creative add-on will be confirmed in writing before any Merchant is invited to subscribe to it.

What Passo is also not:

  • It is not a measurement or attribution tool. We reconcile our reporting against the revenue your Shopify store actually records, but we are not a multi-touch attribution platform.
  • It is not a guarantee of revenue uplift. Media buying is inherently variable; see section 11 for how we stand behind our work.

3. Eligibility and account

To use Passo you must:

  • operate a Shopify store that is in good standing with Shopify;
  • be at least 18 years old, or represent a company authorised to enter this contract;
  • provide accurate account and billing information, and keep it up to date;
  • not be located in a country subject to UK or EU trade sanctions, nor on any UK or EU sanctions list.

You are responsible for the acts of anyone you authorise to use the Passo dashboard under your merchant account. Keep your Shopify credentials, and any two-factor mechanisms, secure.

4. The Strategy Window and approval

When you install Passo we do not run any advertising for three working days. During that window we read the data we are permitted to read and we prepare a written media plan plus a short voiced walkthrough of it (the “Initial Strategy”). The Initial Strategy contains:

  • the channels and publishers we propose to use;
  • the audience segments we believe will respond;
  • the budget split across channels;
  • the cost assumptions underneath our projection;
  • the policy-tier categorisation we will apply to future actions (see section 5).

No media spend is charged, no Stripe subscription is created, and no campaigns are launched until you explicitly approve the Initial Strategy. You may walk away at any point during the Strategy Window with nothing charged.

5. How Passo takes actions on your behalf (policy tiers)

Once activated, Passo takes different categories of action under different governance levels. We call these “policy tiers” and each action we take is logged with its tier:

  • Tier 1 — autonomous. Small day-to-day optimisations: bid adjustments, pacing nudges, enabling or pausing individual line-items, creative rotation where the merchant has uploaded multiple assets. Passo acts without asking and logs what it did.
  • Tier 2 — notify.Medium changes: adding a new publisher that the merchant hasn’t used before; reallocating budget between channels beyond a threshold; raising spend on an individual partner above a threshold. Passo acts and notifies you in the dashboard on the same working day.
  • Tier 3 — approve. Large moves: opening a new channel, material changes to the overall strategy, or any spend above a ceiling you set. Passo does not act until you explicitly approve the proposed change.

The thresholds that separate tiers 1 / 2 / 3 are shown in your dashboard and can be tightened by you at any time. They cannot be loosened below the defaults we publish on the product page — those defaults are the floor.

6. Your spend ceiling

You set a monthly spend ceiling. Passo will never spend, in a calendar month, more than the ceiling you set. Pending costs from partners are counted against the ceiling when committed, not when invoiced, so there is no risk of a “final invoice” pushing you over.

You can raise or lower the ceiling at any time. Lowering it takes effect immediately for new buys; existing committed spend is honoured. Raising it takes effect as soon as you confirm the change.

7. Creative assets

Ownership. You own the creative assets you give us — images, video, audio, copy, logos, brand guidelines.

Licence to Passo.By uploading creative to Passo you grant us a worldwide, non-exclusive, royalty-free licence to use, copy, transmit and make derivative works of those assets strictly for the purpose of running your advertising. Derivative works means things like resizing or re-aspect-ratioing your master asset for a specific publisher’s placement requirement; it does not mean re-using your creative for anyone else’s campaigns.

Distribution to partners.Where a campaign requires creative to be distributed to an ad partner (for example via AdCP’s sync_creatives), you authorise us to transmit your assets to those partners on your behalf.

Your warranties.You warrant that the creative you upload does not infringe anyone else’s rights, and that it complies with the ad policies of any publisher we will run it with. If we have reason to believe a creative asset breaches a publisher’s policy we may hold it back and tell you, so we can fix it together rather than get you flagged.

8. Fees and billing

Our platform fee. You pay a monthly platform fee at the rate shown on your subscription page. The current fee is confirmed at activation, before you approve your Initial Strategy, and in your dashboard. We do not change the fee mid-month.

Media spend.Media spend is additional to our platform fee. We buy media at the publisher’s rate and bill you a blended cost that includes our margin where applicable — the blended cost is shown transparently in your dashboard. You authorise us to charge your payment method for committed media spend on a regular billing cycle.

Payments. All billing is handled via Stripe. By activating Passo you authorise us to initiate payment to your stored method for platform fees and committed media spend. We will never charge you for actions you did not approve under section 5.

Currency. Unless we agree otherwise in writing, billing is in pounds sterling (GBP).

Taxes. Fees are exclusive of VAT. Where we are required to charge VAT we will add it at the prevailing rate.

Pricing changes.We may change our pricing from time to time. If we do, we will give at least 30 days’ notice in writing. If you do not accept the new pricing you may terminate without penalty before it takes effect.

9. Your Shopify connection

To use Passo you must maintain a live Shopify OAuth connection granting us the scopes listed in the installation flow (read_products, read_orders, read_customers). If your connection is revoked or becomes invalid and is not re-established within seven days, we may suspend the Service. We will not delete your account during this period; we simply cannot run campaigns without access to the data.

If you uninstall Passo from Shopify we will:

  • stop all running campaigns as quickly as partner APIs allow;
  • deliver a final month-to-date report;
  • hold your data for 30 days so you can re-install without losing history;
  • after 30 days, delete your merchant data in accordance with section 10 of the Privacy Policy and any applicable Shopify GDPR webhook instructions.

10. Acceptable use

You agree not to use Passo to:

  • advertise products or services that are illegal in the target market;
  • advertise in a category that the ad publishers we use forbid (for example: weapons, certain financial products, certain adult content — the list varies by partner and is made available on request);
  • infringe any third party’s intellectual property or publicity rights;
  • mislead consumers, including with false health or financial claims;
  • circumvent any rate limit, safety check or policy tier we have in place.

If you do, we may suspend campaigns, refund unspent media, and in serious cases terminate the Service under section 17.

11. Satisfaction refund

We know that performance advertising is variable and that promising a specific revenue outcome is both unrealistic and, frankly, something decent operators shouldn’t need to do. Instead we stand behind Passo with a satisfaction refund:

If, at any point in your first 30 days of paid activation, you are not satisfied with Passo for any reason, email us at hello@passoagency.com and we will refund 100% of the platform fees you have paid over that period.

Media spend itself is not refundable because the money has already been paid to the publishers who ran your ads on your behalf. Only the Passo platform fee component is in scope for the satisfaction refund.

After day 30 we revert to standard month-to-month billing with no ongoing guarantee, but you can cancel at any time with no cancellation fee.

12. Privacy and data

Our handling of personal data is set out in our Privacy Policy (https://passoagency.com/privacy). Our data processing commitments to you as Controller are set out in our Data Processing Agreement (https://passoagency.com/dpa), which is incorporated into these Terms.

In summary:

  • We handle your Shopify-sourced shopper data as a processor on your behalf and only for the purposes set out in the DPA.
  • We handle merchant-user data (your email, your login, your research answers) as the controller.
  • We meet the three Shopify GDPR webhook obligations (data request, customer redact, shop redact) on the timelines Shopify prescribes.

13. Confidentiality

Both sides will hold each other’s non-public information in confidence and will not use it for anything other than performing this contract. The research questionnaire answers you give us, and the aggregate waitlist survey answers, are merchant confidential on our side — we publish aggregates only, never individual merchant responses.

14. Warranties and disclaimers

What we warrant. We will provide the Service with reasonable skill and care. We will run the platform in accordance with the Privacy Policy and the DPA. We will keep the Initial Strategy, the dashboard and the monthly report broadly accurate as a representation of what we did and what happened.

What we don’t warrant. Advertising outcomes (sales, acquired customers, cost per acquisition, lifetime value) depend on factors well outside our control — your product, your creative, market conditions, publisher inventory, seasonality and many others. We make no warranty of any specific performance outcome and we do not warrant that the Service will be uninterrupted or error-free.

Except as expressly set out in these Terms, we disclaim all other warranties, whether express or implied, to the fullest extent the law permits.

15. Limitation of liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited.

Subject to that, our total aggregate liability to you under or in connection with these Terms (whether in contract, tort including negligence, for breach of statutory duty, or otherwise) is capped at the greater of:

  • £5,000; and
  • the total platform fees paid by you to us in the 12 months preceding the event giving rise to the liability.

Neither party is liable for indirect or consequential loss, loss of profit, loss of business opportunity, loss of anticipated savings, or loss of goodwill.

These caps apply to the platform fee component. Media spend you have authorised is not a “loss”; it is money you instructed us to spend.

16. Indemnity

You will indemnify The Passo Agency Ltd against any third-party claim that arises from:

  • creative assets you upload that infringe someone else’s rights or that make claims prohibited by law;
  • products you advertise that are illegal or unsafe;
  • your breach of section 10 (Acceptable use).

We will indemnify you against any third-party claim that arises from our material breach of the DPA or from a claim that the Passo platform (excluding third-party ad partners) infringes someone else’s intellectual property rights. The indemnified party must tell the indemnifying party about the claim without unreasonable delay and reasonably cooperate in defending it.

17. Suspension and termination

Your right to terminate. You can stop using Passo at any time by uninstalling the app from Shopify. There is no cancellation fee and nothing you owe other than fees for the month in progress and any media spend already committed.

Our right to suspend. We may suspend your account if:

  • your payment method fails and is not cured within 7 days;
  • you have breached section 10 (Acceptable use);
  • we reasonably believe continuing to operate your campaigns would be unsafe for merchants, shoppers or our publisher partners.

We will tell you what the issue is and give you a reasonable chance to fix it, except where the suspension is strictly necessary for safety.

Termination for breach.Either party may terminate these Terms on 30 days’ written notice if the other party materially breaches them and fails to fix the breach inside that window.

What happens on termination. We will stop campaigns as set out in section 9, issue a final invoice, and handle your data as set out in the Privacy Policy. Any clause which by its nature is intended to survive termination (IP ownership, confidentiality, limitation of liability, indemnity, governing law) will do so.

18. Changes to these Terms

We may update these Terms from time to time. If a change is material(for example, a change in our liability cap, or a new fee category), we will email the merchant account contact at least 30 days before the change takes effect. Non-material changes (formatting, clarification, updates to linked exhibits) will be posted here with a new “Last updated” date.

Your continued use of the Service after a change takes effect means you accept the new Terms. If you don’t accept them, uninstall the app before the effective date and nothing further will be charged.

19. General

No assignment.Neither party may assign these Terms without the other’s written consent, except that either party may assign them to a successor in connection with a merger, acquisition or sale of substantially all of its assets.

Entire agreement. These Terms, together with the Privacy Policy and the DPA, are the entire agreement between us on this subject, and supersede any prior discussions.

Severability. If any clause of these Terms is found to be unenforceable, the rest of them continue in full force.

Notices. Any notice to you under these Terms will be sent to the email address on your merchant account. Any notice to us should go to hello@passoagency.com.

Third parties. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.

Governing law and jurisdiction. These Terms are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of them.

20. Contact

For anything about these Terms: hello@passoagency.com.